MGIC (MTG) Insider Filing: Director Receives Dividend Reinvested Units

Rhea-AI Filing Summary

Mark Zandi, a director of MGIC Investment Corporation (MTG), acquired additional equity-linked units on 08/21/2025. The Form 4 shows receipt of 26.995 shares of Common Stock (no cash paid) bringing his direct beneficial ownership to 28,787.1334 shares. The filing also reports acquisition of 259.586 Share Units (deferred compensation units settled in cash unless otherwise elected) tied one-for-one to common stock, increasing his derivative/plan-based holdings to 47,850.5753 underlying shares. The filing states these units arose from dividend reinvestment and awards under the issuer's Omnibus Incentive Plan and Deferred Compensation Plan for Non-Employee Directors. The report was signed by an attorney-in-fact on 08/22/2025.

Positive

• Increased director alignment through additional share units and reinvested dividends, raising reported beneficial ownership
• Clear disclosure of the nature of awards and settlement terms (cash-settled Share Units unless later election)

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine director compensation increased equity-linked holdings via dividend reinvestment; standard governance disclosure.

The Form 4 documents typical director compensation mechanics: restricted stock unit dividends and deferred compensation share units awarded or credited to a director account. These are reported as acquisitions with no cash outlay, reflecting compensation and plan features rather than open-market purchases. The filing appropriately discloses direct ownership totals and the nature of the share units (cash-settled unless election made). From a governance perspective, this is routine disclosure that maintains transparency about insider holdings and potential alignment with shareholders.

Securities Analyst

TL;DR: Insider holdings increased marginally through plan-based awards and dividend reinvestment; not a market-moving transaction.

The reported additions—26.995 common shares and 259.586 share units—reflect plan-driven accruals and phantom dividend reinvestment. The filing clarifies these share units have no fixed exercise price and are settled in cash, which affects economic exposure differently than direct stock grants. The disclosure provides useful ownership totals (28,787.1334 direct; 47,850.5753 derivative/plan-based) for investor models but contains no signal of discretionary open-market buying or selling by the director.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Zandi Mark

(Last) (First) (Middle)

C/O MGIC INVESTMENT CORPORATION

250 EAST KILBOURN AVENUE

(Street)

MILWAUKEE WI 53202

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
MGIC INVESTMENT CORP [ MTG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/21/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/21/2025		A		26.995	A	(1)	28,787.1334	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Share Units(2)	(3)	08/21/2025		A		259.586		(4)	(5)	Common Stock	47,850.5753	(6)	47,850.5753	D

Explanation of Responses:

1. Dividends paid on Restricted Stock Units awarded under the Issuer's Omnibus Incentive Plan. No price was paid by the reporting person for them.

2. The reporting person participates in the MGIC Investment Corporation Deferred Compensation Plan for Non-Employee Directors under which units corresponding to shares of Common Stock of the Issuer ("Share Units") are awarded to the reporting person and/or acquired through compensation deferral.

3. These Share Units do not have a specified dollar-denominated exercise or conversion price. Their value is based, on a one-for-one basis, on the price of the Issuer's common stock on the New York Stock Exchange.

4. These Share Units are settled in cash, on a specified date, unless a qualified election for later distribution is made by the reporting person.

5. These Share Units do not expire on a fixed date. They are settled in cash on a specified date, unless a qualified election for later distribution is made by the reporting person.

6. These Share Units were acquired through phantom dividend reinvestment and no price was paid by the reporting person for the Share Units.

Remarks:

	Leslie A. Schunk, Attorney-in-Fact	08/22/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Mark Zandi report on the Form 4 for MTG?

He reported acquisition of 26.995 common shares and 259.586 Share Units on 08/21/2025, increasing his reported holdings.

Did Mark Zandi pay cash for the shares reported on this Form 4 (MTG)?

No. The Form 4 states the common shares and Share Units were received as dividends or awards and no price was paid by the reporting person.

How many shares does Mark Zandi beneficially own after the reported transactions?

The filing shows 28,787.1334 shares directly and 47,850.5753 underlying shares attributable to derivative/plan-based units following the transactions.

What is the nature of the Share Units reported on the Form 4 for MTG?

The Share Units are part of the Deferred Compensation Plan for Non-Employee Directors, valued one-for-one with the common stock and generally settled in cash on a specified date unless a later distribution election is made.

When was the Form 4 signed and who signed it?

The Form 4 was signed by Leslie A. Schunk, Attorney-in-Fact on 08/22/2025.